Auditor Report of Sat Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SAT INDUSTRIES
LIMITED, which comprise the Balance Sheet as at 31st March, 2015 and
the Statement of Profit and Loss and Cash Flow Statements for the year
then ended 31st March, 2015, and a summary of significant accounting
policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in
section 134(5) of the Companies Act, 2013 ("the Act") with respect to
the preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of
the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. This responsibility also includes the maintenance of
adequate accounting records in accordance with the provision of the Act
for safeguarding of the assets of the Company and for preventing and
detecting the frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation
and maintenance of internal financial control, that were operating
effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing
specified under section 143(10) of the Act. Those Standards require that
we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company's
preparation of the financial statements that give true and fair view in
order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial controls
system over financial reporting and the operating effectiveness of such
controls. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by Company's Directors, as well as evaluating the
overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion on the financial statements.

Qualified Opinion

In our opinion and to the best of our information and according to the
explanations given to us, subject to note no. 14 regarding the company
has given advance money for purchase of shares, the aforesaid
Standalone financial statements, give the information required by the
Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2015;

b) in the case of the Statement of Profit and Loss, of the loss for the
year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.

d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors
as on 31 March, 2015, taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March, 2015, from being
appointed as a director in terms of Section 164(2) of the Act. f) With
respect to the other matters included in the Auditor's Report and to
our best of our information and according to the explanations given to
us :

i. The Company does not have any pending litigations which would
impact its financial position.

ii. The Company does not have any long-term contracts including
derivatives contracts for which there were any material foreseeable
losses

iii. There were no amounts which were required to be transferred to
the Investor and Education and Protection Fund by the Company

ANNEXURE TO THE AUDITOR'S REPORTS (Referred to in our report of even
date)

Annexure referred to in Point 1 of the Auditors' Report of even date to
the members of SAT Industries Limited for the year ended as on March
31, 2015.

On the basis of such checks as considered appropriate and in terms of
the information and explanations given to us, we state as under:

(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situations of fixed
assets.

(b) As per the information and explanations given to us, physical
verification of fixed assets has been carried out in terms of the phased
program of verification adopted by the company and no material
discrepancies were noticed on such verification.

(ii) (a) There is no inventory held locally in India during the current
year and also in the foreign branch which has closed its operation as
on 31st March, 2015.

(iii) (a) As per the information and explanation given to us, the
company has granted unsecured loans to companies covered in the
register maintained under section 189 of the Companies Act,2013. The
number of such parties involved are fve and the maximum balance during
the year is Rs. 28,812,199/- and the closing balance as on year end is
28,279,965/-. b. The receipt of principal amount and interest are on
demand basis.

c. The overdue amount is not more than Rs. 1 lakh, Since the payment is
on demand basis & Clause (iii)c is not applicable.

(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and nature of its business
with regard to purchase of inventory and fxed assets and for the sales
of goods and services. During the course of our audit, no major
weakness has been noticed in the internal controls.

(v) In our opinion and according to the information and explanation
given to us, the company has not accepted deposits from the
Shareholders/directors and the directives issued by the Reserve Bank of
India and the provisions of sections 73 to 76 or any other relevant
provisions of the Act and the rules framed there under.

(vi) As explained to us, maintenance of cost records prescribed by the
Central Government under section 148(1)of the Companies Act, 2013 is
not applicable to the Company.

(vii) (a) As explained to us by the management, since the number of
employees are falling below the limit, therefore provident fund,
Investor Education and Protection Fund, Employees State Insurance are
not applicable to the Company. The company is generally regular in
depositing with appropriate authorities undisputed statutory dues
including income-tax, sales-tax, wealth-tax, service tax, custom-duty
and excise duty, cess and other statutory dues with appropriate
authorities wherever applicable. According to the information and
explanations given to us, no undisputed arrears of statutory dues were
outstanding, as at 31st March 2015 for a period of more than 6 months
from the date they became due.

(b) According to the record of the company, the dues of sales-tax,
income-tax, customs, wealth-tax, excise-duty, service tax which have
not been deposited on account of disputes and the forum where the
dispute is pending are NIL.

(c) According to the information and explanations given to us, no
amounts are required to be transferred to the Investor Education and
Protection Fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956)

(viii) The Company has accumulated losses at the end of the financial
year and it has incurred cash losses in current financial year and in
the immediately preceding financial year.

(ix) The Company has not taken any loans from financial institution or
bank or debenture holder, so the question of default in repayment does
not arise.

(x) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks or financial institutions.

(xi) According to the information and explanations given to us, the
Company has not received any term loan during the year so the clause
(xi) of the order is not applicable.

(xii) During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanation given to us, we have neither came across any instances of
fraud on or by the company noticed or reported during the year, nor we
have been informed or such case by the management.

For and on behalf of

R.KABRA & CO.

Chartered Accountants

Registration No.104502W

(DEEPA RATHI)
Place : Mumbai Partner

Dated : May 29, 2015 Membership No. 104808

Mar 31, 2014

We have audited the accompanying fnancial statements of SAT Industries
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2014, and the Statement of Proft and Loss and Cash Flow Statement
for the year then ended, and a summary of signifcant accounting
policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial
statements that give a true and fair view of the fnancial position,
fnancial performance and cash fows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
fnancial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the fnancial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient and
appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the fnancial statements give the information
required by the Act in the manner so required subject to Note No. 12.1
regarding Company''s

position on sundry debtors of INR 22,229,993 out of which substantial
amount of INR 18,618,075 (foreign currency AED 1,144,664 is outstanding
of its foreign branch and the period of outstanding of debtors has been
relied upon by us without any independent verifcation and also the
foreign debtors have been written off to the extent of INR 17,221,808
(AED 1,049,675) which are subject to independent verifcation, Note No.
26 regarding non appointment of Company Secretary, and other notes
thereon give a true and fair view in conformity with the accounting
principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;

b) In the case of the Statement of Proft and Loss, of the loss for the
year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash fows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specifed in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books

c) The Balance Sheet, Statement of Proft and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.

d) In our opinion, the Balance Sheet, Statement of Proft and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956 read with the
General Circular 15/2013 dated 13 September 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act;

e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualifed as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORTS (Referred to in our report of even
date)

(i) (a) The company has maintained fxed assets register showing full
particulars, including quantitative details and situation of fxed
assets;

(b) As explained to us, fxed assets have been physically verifed by the
management at reasonable intervals and no material discrepancies were
found at the time of physical verifcation

(c) No major fxed assets have been sold during the year, thus the going
concern concept has not been affected.

(ii) (a) There is no inventory held locally in India during the current
year. The inventory is held at a foreign branch which is audited by
other auditors and we are not able to comment on the same regarding
reasonable intervals of physical verifcation.

(b) Since the inventory is held at the foreign branch audited by the
local branch auditor we are not able to comment on the reasonability of
the procedures of physical verifcation followed by the management in
relation to the size of the Company and nature of business.

(iii) (a) In our opinion and according to the information and
explanation given to us, the Company has granted unsecured loans to
companies, frms or other parties covered in the register maintained U/s
301 of the Act during the year. The number of parties are 7, maximum
outstanding during the year is Rs. 24,141,389/- and on 31/03/2014 is
Rs. 20,292,077/- (b) Except the interest free loan, other terms and
conditions of unsecured loans granted are prima facie not prejudicial
to the interest of the Company.

(c) Regular receipt of the interest free principal amount of unsecured
loans is not applicable as it is receivable on demand

(d) In our opinion and according to the information and explanation
given to us, the company has taken unsecured loans from companies, frms
or other parties covered in the register maintained U/s 301 of the Act
during the year. The number of parties are 4, Maximum outstanding
during the year is Rs. 1,444,399/- and on 31/03/2014 is Rs. 500,000/-
(e) The terms and conditions of unsecured loans taken are prima facie
not prejudicial to the interest of the company.

(f) Regular repayment of the interest free principal amount of
unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation
given to us, the company has an adequate internal control procedure
commensurate with the size and the nature of its business, for the
purchase of inventory and fxed assets and for the sale of goods and
services.

(v) (a) In our opinion and according to the information and explanation
given to us, the company is in the process of updating the register for
transactions that need to be entered into a register in pursuance of
section 301 of the Act;

(b) As per information and explanation given to us, the transactions
entered with the parties covered u/s 301 of The Companies Act, 1956
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation
given to us, the clause (vi) of the order is not applicable to the
Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through
internal controls, the scope and coverage of which needs to be
strengthened to make it commensurate with the size of the company and
nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by
the Central Government under clause (d) of sub-section (1) of section
209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of
employees are falling below the limit,

therefore provident fund, Investor Education and Protection Fund,
Employees State Insurance are not applicable to the Company. The
Company is regular in depositing undisputed statutory dues relating to
Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Cess wherever applicable and other statutory dues with the
appropriate authorities and there are no undisputed statutory dues
outstanding as at 31st March 2014 for a period of more than six months
from the date they became payable.

(b) According to the records of the company, the dues of sales tax,
income tax, customs, wealth tax, service tax, excise duty, cess which
have not been deposited on account of disputes and the forum where the
dispute is pending are NIL.

(x) The Company has accumulated losses at the end of the fnancial year
and it has incurred cash losses in current fnancial year and in the
immediately preceding fnancial year.

(xi) The company has not taken any loans from fnancial institution or
bank or debenture holders, so the question of default in repayment does
not arises.

(xii) The clause (xii) of the order is not applicable to the company,
as the company has not granted loans and advances on the basis of
security.

(xiii) The clause (xiii) of the order is not applicable to the Company,
as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiary''s/associates share
capital, except this, the company does not have any other investment.
Investments have been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the
clause (xvi) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others
from banks or fnancial institutions, therefore clause (xvi) is not
applicable.

(xvii) As per information and explanation given to us and on the
overall examination of balance sheet, we have found that the funds
raised on short term basis have not been used for long term investment.

(xviii) As per information and explanation given to us, the Company has
not made any preferential allotment of shares to parties and companies
covered in the Register maintained under section 301 of the Act during
the year.

(xix) Since the Company has not issued any debentures during the year,
the question of security or charge created does not arise.

(xx) The Company has not raised money through public issue and
therefore clause xx of the order is not applicable to the company.

(xxi) During the course of our examination of the books and records of
the company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanation given to us, we have neither come across any instance of
fraud on or by the Company noticed or reported during the year nor we
have been informed of such case by the management.

For R.KABRA & CO.
Chartered Accountants

(DEEPA RATHI)

Partner

Place : Mumbai Membership No. 104808

Dated: May 30, 2014 Firm Registration No. 104502W

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SAT Industries
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2013, and the Statement of Profit and Loss and Cash Flow Statement
for the year then ended, and a summary of significant accounting
policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required subject to Note No. 12.1
regarding Company''s position on sundry debtors of INR 38,162,623 out of
which substantial amount of INR 34,550,705 (foreign currency AED
2,335,375 is outstanding of its foreign branch and the period of
outstanding of debtors has been relied upon by us without any
independent verification and also the foreign debtors have been written
off to the extent of Rs. 10,814,544 (AED 731,528) which are subject to
independent verification, Note No. 25 regarding non appointment of
Company Secretary, Note No. 28 regarding particulars of traded goods
including quantity details which are relating to foreign branch are
subject to independent verification, and other notes thereon give a
true and fair view in conformity with the accounting principles
generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;

b) In the case of the Statement of Profit and Loss, of the loss for the
year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003
("theOrder") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and expla- nations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORTS (Referred to in our report of even
date)

(i) (a) The company has maintained fixed assets register showing full
particulars, including quantitative details and situation of fixed
assets;

(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals and no material discrepancies
were found at the time of physical verification

(c) Major fixed assets have been sold during the year which mainly
include vehicles but due to which the going concern concept has not
been affected.

(ii) (a) There is no inventory held locally in India during the current
year. The inventory is held at a foreign branch which is audited by
other auditors and we are not able to comment on the same regarding
reasonable intervals of physical verification.

(b) Since the inventory is held at the foreign branch audited by the
local branch auditor we are not able to comment on the reasonability of
the procedures of physical verification followed by the management in
relation to the size of the Company and nature of business.

(c) We are also not able to comment on whether the company is
maintaining proper records of inventory and the material discrepancies
with physical verification.

(iii) (a) In our opinion and according to the information and
explanation given to us, the Company has granted unsecured loans to
companies, firms or other parties covered in the register maintained
U/s 301 of the Act during the year. The number of parties are 3,
maximum outstanding during the year is Rs. 40,534,470/- and the balance
number of parties are 2 as on 31/03/2013 is Rs.18,193,464/-

(b) Except the interest free loan, other terms and conditions of
unsecured loans granted are prima facie not prejudicial to the interest
of the Company.

(c) Regular receipt of the interest free principle amount of unsecured
loans is not applicable as it is receivable on demand

(d) In our opinion and according to the information and explanation
given to us, the company has taken unsecured loans from companies,
firms or other parties covered in the register maintained under section
301 of the Act. The number of parties are 3, maximum outstanding during
the year is Rs.87,43,000/- and balance as on 31/03/13 is Nil.

(e) The terms and conditions of unsecured loans taken are prima facie
not prejudicial to the interest of the company.

(f) Regular repayment of the interest free principal amount of
unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation
given to us, the company has an adequate internal control procedure
commensurate with the size and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services.

(v) (a) In our opinion and according to the information and explanation
given to us, the company is in the process of updating the register for
transactions that need to be entered into a register in pursuance of
section 301 of the Act;

(b) As per information and explanation given to us, the transactions
entered with the parties covered u/s 301 of The Companies Act, 1956
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation
given to us, the clause (vi) of the order is not applicable to the
Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through
internal controls, the scope and coverage of which needs to be
strengthened to make it commensurate with the size of the company and
nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by
the Central Government under clause (d) of sub-section (1) of section
209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of
employees are falling below the limit, therefore provident fund,
Investor Education and Protection Fund, Employees State Insurance are
not applicable to the Company. The Company is regular in depositing
undisputed statutory dues relating to Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs Duty, Excise Duty, Cess wherever applicable
and other statutory dues with the appropriate authorities and there are
no undisputed statutory dues outstanding as at 31st March 2013 for a
period of more than six months from the date they became payable.

(b) According to the records of the company, the dues of sales tax,
income tax, customs, wealth tax, service tax, excise duty, cess which
have not been deposited on account of disputes and the forum where the
dispute is pending are NIL.

(x) The Company does not have any accumulated losses at the end of the
financial year and it has not incurred cash losses in current financial
year and in the immediately preceding financial year.

(xi) The company has not taken any loans from financial institution or
bank or debenture holders, so the question of default in repayment does
not arises.

(xii) The clause (xii) of the order is not applicable to the company,
as the company has not granted loans and advances on the basis of
security.

(xiii) The clause (xiii) of the order is not applicable to the Company,
as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiary''s/associates share
capital, except this, the company does not have any other investment.
Investments have been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the
clause (xv) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others
from banks or financial institutions, therefore clause (xvi) is not
applicable.

(xvii)As per information and explanation given to us and on the overall
examination of balance sheet, we have found that the funds raised on
short term basis have not been used for long term investment.

(xviii) As per information and explanation given to us, the Company has
not made any preferential allotment of shares to parties and companies
covered in the Register maintained under section 301 of the Act during
the year.

(ax) Since the Company has not issued any debentures during the year,
the question of security or charge created does not arise.

(xx) The Company has not raised money through public issue and
therefore clause xx of the order is not applicable to the company.

(xxi) During the course of our examination of the books and records of
the company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanation given to us, we have neither come across any instance of
fraud on or by the Company noticed or reported during the year nor we
have been informed of such case by the management.

For R.KABRA & CO.
Chartered Accountants

(DEEPA RATHI)

Partner

Place : Mumbai Membership No. 104808

Dated: May 29, 2013 Firm Registration No. 104502W

Mar 31, 2011

We have audited the attached Balance Sheet of Sat Industries Limited,
as at 31st March, 2011 the Profit and Loss Account for the year ended
on that date and also the Cash Flow Statement for the year ended on
that date annexed thereto. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in India. These Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An Audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

In accordance with the provision of section 227 of companies
act,1956,we report that as required by the companies (Auditor's Report)
order,2003 issued by the central government in terms of section 227
(4A) of The Companies Act 1956 and on the basis of such checks as
considered appropriate and in terms of the information and explanation
given to us, we give in the annexure, a statement on the matters
specified in paragraph 4 & 5 of the said order to the extent applicable
to the company.

Further to our comments in the Annexure referred above, we report that:

(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

(b) In our opinion, the Company has kept proper books of account as
required by law, so far as appear from our examination of such books of
account.

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account of
the company and for Company's foreign branch financial statement for
the year ended on 31st March, 2011, we have relied upon the local
auditors who have carried out audit for the year ended as on that date.

(d) In our opinion, the balance sheet, profit & loss account and the
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.

(e) On the basis of written representations received from the
directors, as on 31st March, 2011, and taken on record by the Board of
Directors, we report that none of the director is disqualified as on
31st March 2011 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to
the explanations given to us the said accounts read together with note
no. 3 regarding Company's position on sundry debtors of INR
38,006,086/- out of which substantial amount of INR 34,394,168/-
(foreign currency AED 2,789,968/-) is outstanding from its foreign
branch which has been relied upon by us without any independent
verification, note no.9 regarding non provision for diminution in value
of investments in subsidiary companies, note no 10 regarding quantity
details which are relating to foreign branch are subject to independent
verification, and note no. 16 regarding non appointment of company
secretary, and other notes thereon give the information required by the
Companies Act, 1956, in the manner so required and present a true and
fair view in conformity with the accounting principles generally
accepted in India -

(i) In so far as it relates to the Balance Sheet, of the state of
affairs of the Company as at 31st March, 2011;

(ii) In so far as it relates to the Profit and Loss Account, of the
profit of the Company for the year ended on that date.

(iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Annexure referred to in our report of even date

(i) (a) The company has maintained fixed assets register showing full
particulars, including quantitative details and situation of fixed
assets;

(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals and no material discrepancies
were found at the time of physical verification

(ii) (a) The physical verification of inventory has been conducted at
reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by
the management as explained to us are reasonable and adequate in
relation to the size of the company and the nature of its business
although at the end of the year there are no inventories.

(c) The company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.

(iii) (a) In our opinion and according to the information and
explanation given to us, the Company has not granted unsecured loans to
companies, firms or other parties covered in the register maintained
U/s 301 of the Act during the year, so the clause iii (b), (c) and (d)
of the order is not applicable.

(e) In our opinion and according to the information and explanation
given to us, the company has taken unsecured loans from companies,
firms or other parties covered in the register maintained under section
301 of the Act. The number of parties are 9, maximum outstanding during
the year is Rs.61,906,878 and balance as on 31/03/11 is
Rs.26,890,088/-.

(f) The terms and conditions of unsecured loans taken are prima facie
not prejudicial to the interest of the company.

(g) Regular repayment of the interest free principal amount of
unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation
given to us, the company has an adequate internal control procedure
commensurate with the size and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services.

(v) (a) In our opinion and according to the information and explanation
given to us, the company is in the process of updating the register for
transactions that need to be entered into a register in pursuance of
section 301 of the Act;

(b) As per information and explanation given to us, the transactions
entered with the parties covered u/s 301 of The Companies Act, 1956
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation
given to us, the clause (vi) of the order is not applicable to the
Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through
internal controls, however the scope and coverage of which needs to be
strengthened to make it commensurate with the size of the company and
nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by
the Central Government under clause (d) of sub-section (1) of section
209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of
employees are falling below the limit, therefore provident fund,
Investor Education and Protection Fund, Employees State Insurance are
not applicable to the Company. The Company is regular in depositing
undisputed statutory dues relating to Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs Duty, Excise Duty, Cess wherever applicable
and other statutory dues with the appropriate authorities and there are
no undisputed statutory dues outstanding as at 31st March 2011 for a
period of more than six months from the date they became payable.

(b) According to the records of the company, the dues of sales tax,
income tax, customs, wealth tax, service tax, excise duty, cess which
have not been deposited on account of disputes and the forum where the
dispute is pending are NIL.

(x) The Company does not have any accumulated losses at the end of the
financial year and it has not incurred cash losses in current financial
year and in the immediately preceding financial year.

(xi) The company has not taken any loans from financial institution or
bank or debenture holders, so the question of default in repayment does
not arises.

(xii) The clause (xii) of the order is not applicable to the company,
as the company has not granted loans and advances on the basis of
security.

(xiii) The clause (xiii) of the order is not applicable to the Company,
as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiary's / associates share
capital, except this, the company does not have any other investment.
Investments have been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the
clause (xv) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others
from banks or financial institutions, therefore clause (xvi) is not
applicable.

(xvii)As per information and explanation given to us and on the overall
examination of balance sheet, we have found that the funds raised on
short term basis have not been used for long term investment.

(xviii)As per information and explanation given to us, the Company has
not made any preferential allotment of shares to parties and companies
covered in the Register maintained under section 301 of the Act during
the year.

(xix) Since the Company has not issued any debentures during the year,
the question of security or charge created does not arise.

(xx) The Company has not raised money through public issue and
therefore clause xx of the order is not applicable to the company.

(xxi) During the course of our examination of the books and records of
the company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanation given to us, we have neither come across any instance of
fraud on or by the Company noticed or reported during the year nor we
have been informed of such case by the management.

For R.KABRA & CO.

Chartered Accountants

Place : Mumbai (DEEPA RATHI)

Dated : 27-08-2011 Partner

Membership No. 104808

Firm Registration No. 104502W

Mar 31, 2009

We have audited the attached Balance Sheet of Sat Industries Limited,
as at 31st March, 2009 the annexed Profit and Loss Account for the year
ended on that date and also the Cash Flow Statement for the year ended
on that date.. These financial statements are the responsibility of the
Companys Management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in India. These Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An Audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 and
amendment thereto issued by the Central Government, in terms of Section
227(4A) of the Companies Act 1956, We enclose in the annexure a
statement on the matters specified in the para 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1
above, we report that :

(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

(b) In our opinion, the Company has kept proper books of account as
required by law, so far as appears from our examination of such books
of account.

(c) The Balance Sheet, Profit and Loss Account and Cash

Flow Statement dealt with by this report are in agreement with the
books of account and for Companys foreign branch financial statement
upto 31st Dec., 08, we have relied upon the local auditors who have
carried out audit for the year ended 31st December 08 and for
unaudited quarter ended on 31st March 09, we have relied upon the
management certification.

(d) In our opinion, the balance sheet, profit & loss account and the
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.

(e) On the basis of written representations received from the
directors, as on 31st March, 2009, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March 2009 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to
the explanations given to us the said accounts read with note no. 16
regarding non appointment of company secretary, note no. 15 for
consolidation of unaudited and management certified financial
statements for March 09 quarter of foreign branch, note no.9 regarding
non provision for diminution in value of investments in subsidiaries
companies and pending allotment of share application money in
investments and note no. 3 regarding Companys position on sundry
debtors of INR 50,882,292/- out of which substantial amount of INR
41,811,862/- (foreign currency AED 3,032,658/-) is outstanding from its
foreign branch which has been relied upon without any independent
verification, note no. 7(a) of accounting policy regarding change in
accounting policy of incorporating the accounts of foreign branch from
integral to non integral and read together with the other notes thereon
give the information required by the Companies Act, 1956, in the manner
so required and present a true and fair view in conformity with the
accounting principles generally accepted in India -

(i) In so far as- it relates to the Balance Sheet, of the state of
affairs of the Company as at 31st March, 2009;

(ii) In so far as it relates to the Profit and Loss Account, of the
profit of the Company for the year ended on that date.

(iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on mat date.

Annexure referred to in our report of even date

(i) (a) The company has maintained fixed assets register showing full
particulars, including quantitative details and situation of fixed
assets;

(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals and no material discrepancies
were found at the time of physical verification

(c) No fixed assets have been disposed of during the year.

(ii) (a) The physical verification of inventory has been conducted at
reasonable intervals by the management.

(b) The procedures of physical verification of inventory followed by
the management as explained to us are reasonable and adequate in
relation to the size of the company and the nature of its business
although at the end of the year there are no inventories.

(c) The company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification.

(iii) (a) In our opinion and according to the information and
explanation given to us, the Company has not granted unsecured loans to
companies, firms or other parties covered in the register maintained
U/s 301 of the Act during the year, so the clause iii (b), (c) and (d)
of the order is not applicable.

(e) In our opinion and according to the information and explanation
given to us, the company has taken unsecured loans from companies,
firms or other parties covered in the register maintained under section
301 of the Act. The number of parties are 2, maximum outstanding during
the year is Rs.37,614,028/- and balance as on 31/03/09 is
Rs.35,933,217/-.

(f) The terms and conditions of unsecured loans taken are prima facie
not prejudicial to the interest of the company.

(g) Regular repayment of the interest free principal amount of
unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation
given to us, the company has an adequate internal control procedure
commensurate with the size and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services.

(v) (a) In our opinion and according to the information and explanation
given to us, the company is in the process of updating the register for
transactions that need to be entered into a register in pursuance of
section 301 of the Act;

(b) As per information and explanation given to us, the transactions
entered with the parties covered u/s 301 of The Companies Act, 1956
have been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation
given to us, the clause (vi) of the order is not applicable to the
Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through
internal controls, however the scope and coverage of which needs to be
strengthened to make it commensurate with the size of the company and
nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by
the Central Government under clause (d) of sub-section (1) of section
209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of
employees are falling below the limit, therefore provident fund,
Investor Education and Protection Fund, Employees State Insurance are
not applicable to the Company. The Company is regular in depositing
undisputed statutory dues relating to Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs Duty, Excise Duty, Cess wherever applicable
and other statutory dues with the appropriate authorities and there are
no undisputed statutory dues outstanding as at 31st March 2009 for a
period of more than six months from the date they became payable. (b)
According to the records of the company, the dues of sales tax, income
tax, customs, wealth tax, service tax, excise duty, cess which have not
been deposited on account of disputes and the forum where the dispute
is pending are NIL.

(x) The Company does not have any accumulated losses at the end of the
financial year and it has not incurred cash losses in current financial
year and in the immediately preceding financial year.

(xi) The company has not taken any loans from financial institution or
bank or debenture holders, so the question of default in repayment does
not arises.

(xii) The clause (xii) of the order is not applicable to the company,
as the company has not granted loans and advances on the basis of
security.

(xiii) The clause (xiii) of the order is not applicable to the Company,
as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiariess share capital, except
this, the company does not have any other investment. Investments have
been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the
clause (xvi) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others
from banks or financial institutions, therefore clause xvi is not
applicable.

(xvii)As per information and explanation given to us and on the overall
examination of balance sheet, we have found that the funds raised on
short term basis have not been used for long term investment.

(xviii)As per information and explanation given to us, the Company has
made preferential allotment of shares to parties and companies covered
in the Register maintained under section 301of the Act and the price at
which shares have been issued was decided at the time of issue of share
warrants as per SEBI guidelines and in comparison to that it is not
prejudicial to the interest of the Company.

(xix) The Company has not issued any debentures during the year, the
question of security or charge created does not arises.

(xx) The Company has not raised money through public issue but increase
in share capital is due to conversion of share warrants during the
year.

(xxi) During the course of our examination of the books and records of
the company carried out in accordance with the generally accepted
auditing practices in India and according to the information and
explanation given to us, we have neither come across any instance of
fraud on or by the Company noticed or reported during the year nor we
have been informed of such case by the management.